Clariant Annual General Meeting approves capital increase for takeover of more than 95 percent of Süd-Chemie AG shares

04-Apr-2011 - Switzerland

At the Annual General Meeting of Clariant AG, Muttenz, Switzerland, held, the way was cleared for takeover of more than 95 percent of the shares in Süd-Chemie AG, Munich, Germany. Clariant´s shareholders voted in favour of a capital increase, which is a basic requirement for takeover of the Süd-Chemie shares by Clariant. Part of the transaction is to be realised in the form of a share swap with Süd-Chemie´s long-standing share-holders.

In addition to the capital increase, it was also decided at the Annual General Meeting that Clariant´s Board of Directors should be expanded and three new members were elected to the controlling board. These are Süd-Chemie‘s long-standing shareholders and members of its Supervisory Board, Dr. Dolf Stockhausen and Konstantin Winterstein, as well as the Chairman of Süd-Chemie‘s Managing Board, Dr. Günter von Au. As soon as this increase in the number of directors is entered in the commercial register for the Canton of Basel-Landschaft and Dr. Stockhausen, Mr. Winterstein and Dr. von Au have been released or have resigned from their positions at Süd-Chemie, they will join Clariant´s Board of Directors.

As a result of this election and the share swap, Süd-Chemie´s long-standing shareholders will retain a significant influence over Süd-Chemie´s further business development.

Dr. Stockhausen and Mr. Winterstein will however continue to hold office as members of the Süd-Chemie Supervisory Board until the Süd-Chemie AG Annual General Meeting on 13 May 2011. The Süd-Chemie Managing Board assumes that Clariant, as new majority shareholder, will nominate and appoint six new members to the Supervisory Board at this Annual General Meeting, so that Dr. Stockhausen and Mr. Winterstein will be able to join Clariant´s Board of Directors. The timing of Dr. von Au‘s move to Clariant´s Board of Directors has not yet been fixed.

Clariant is still aiming for a complete takeover of Süd-Chemie. Following antitrust clearance, the Swiss company will probably make a tender offer to all minority share-holders. This offer must first be submitted to Germany´s Federal Financial Supervisory Authority (BaFin). Following a review and approval by BaFin, a statement must be issued by Süd-Chemie´s Managing Board and Supervisory Board. Shareholders must then decide within a time limit set by the bidder in the offer, whether they wish to accept such offer. The time allowed must be at least four weeks, but not more than ten weeks.

https://www.chemeurope.com/en/news/131717/clariant-annual-general-meeting-approves-capital-increase-for-takeover-of-more-than-95-percent-of-sued-chemie-ag-shares.html